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Aegis Logistics Ltd.

BSE: 500003 Sector: Others
NSE: AEGISCHEM ISIN Code: INE208C01025
BSE 11:47 | 16 May 193.00 3.15
(1.66%)
OPEN

192.65

HIGH

195.45

LOW

191.00

NSE 11:29 | 16 May 193.70 2.85
(1.49%)
OPEN

194.10

HIGH

195.55

LOW

190.90

OPEN 192.65
PREVIOUS CLOSE 189.85
VOLUME 8212
52-Week high 394.40
52-Week low 167.45
P/E 14.69
Mkt Cap.(Rs cr) 6,774
Buy Price 193.40
Buy Qty 23.00
Sell Price 193.70
Sell Qty 92.00
OPEN 192.65
CLOSE 189.85
VOLUME 8212
52-Week high 394.40
52-Week low 167.45
P/E 14.69
Mkt Cap.(Rs cr) 6,774
Buy Price 193.40
Buy Qty 23.00
Sell Price 193.70
Sell Qty 92.00

Aegis Logistics Ltd. (AEGISCHEM) - Director Report

Company director report

To the Members of the Company

The Directors have pleasure in presenting the 64th Annual Report and Audited Statementof Accounts of the Company for the financial year ended March 31 2021.

Financial Performance

Group Consolidated

Company Standalone

2020-21 2019-20 2020-21 2019-20
Revenue from Operations 384345.64 718325.21 70490.33 85971.50
Other Income 3686.99 3284.03 8245.30 6654.27
Profit before Finance cost (as mentioned below) Depreciation Tax and ESPP * 50356.44 51957.85 32092.54 28635.14
Expenses as per Employee Stock purchase plan (ESPP) 9832.37 23878.63 9832.37 23878.63
Finance Cost [including Interest (Net) Hedging (196.24) 451.67 117.55 617.25
Cost & Foreign Exchange Loss (Gain)]
Depreciation and amortisation expense 7159.97 6871.44 3952.92 3797.18
Profit before tax 33560.34 20756.11 18189.70 342.08
Provision for taxation – Current Tax 6050.53 7074.42 744.53 1537.52
– For earlier years (15.01) 1073.99 (13.48) 239.62
– Deferred 2602.45 (789.79) 1862.01 (3903.78)
Profit for the year 24922.37 13397.19 15596.64 2468.72
Attributable to:
Owners of the Company 22338.22 9959.41 N.A N.A
Non Controlling Interest 2584.15 3437.78 N.A N.A
Balance in the statement of Profit & Loss at the beginning of the year 87693.78 85622.66 49872.82 54236.82
Cumulative e_ect of initially applying Ind AS 116 - (2288.89) - (2077.39)
Profit for the Year (attributable to owners) 22338.22 9959.41 15596.64 2468.72
Disposal to non-controlling interest by the owners of the Company 0.12 - N.A N.A
Payment of Dividend on equity shares – Interim - (1698.33) - (1698.33)
Payment of Dividend on equity shares – Final (4144.00) (3081.09) (4144.00) (3057.00)
Payment of distribution tax on equity shares - (419.98) - -
Transferred from General Reserve (1.35) - - -
Transfer to Capital Redemption Reserve (100.00) (400.00) - -
Retained Earnings at the end of the year 105786.77 87693.78 61325.46 49872.82

Operating Performance

Company Standalone

Revenue from operations decreased by 18.01% at Rs. 70490.33 lakh (previous year Rs.85971.50 lakh). The Gross Profit [before net interest depreciation tax hedging cost& foreign exchange loss (gain) ESPP] PBIDT increased by 12.07 % to Rs. 32092.54lakh (previous year Rs. 28635.14 lakh). Profit before Tax is Rs. 18189.70 lakh (previousyear Rs. 342.08 lakh) and Profit after Tax is Rs. 15596.64 lakh (previous year Rs.2468.72 lakh).

Group Consolidated

The Revenue for the year decreased by 46.49% to Rs. 384345.64 lakh (previous year Rs.718325.21 lakh) on account of lower sourcing volumes. The Profit before Tax for the yearwas Rs. 33560.34 lakh as against Rs. 20756.11 lakh in the previous year.

The Profit after Tax for the year stood at Rs. 24922.37 lakh as against Rs. 13397.19lakh for the previous year.

Liquid Segment

Revenues of the group for Liquid Division is Rs. 23427.90 lakh (previous year Rs.20754.51 lakh). Normalised EBITDA was Rs. 17285.59 lakh compared to Rs. 13998.84 lakhin previous year. The revenues and margins showed significant improvement.

Gas Segment

The revenue for Gas Division during the year was Rs. 360917.74 lakh as compared toRs. 697570.70 lakh the previous year on account of lower volumes. The normalised EBITDAdecreased to Rs. 35944.08 lakh as compared to Rs. 42230.70 lakh in previous year mainlydue to lower retail volumes. During the financial year there was no amount proposed to betransferred from profit to the Reserves.

Outlook for the Group

The oil gas and chemical logistics business continues to show good potential asIndia's import and exports of oil products and chemicals increase in line with the growthof the Indian economy. As the Government of India continues to encourage the use of LPG inlieu of other dirtier fuels such as kerosene biomass and coal the demand for LPGcontinues to increase and with it the demand for import terminalling capacity. In thiscontext the medium and long term outlook for the group remains positive. However theresurgence of Covid 19 and consequent lockdowns have caused considerable uncertainty bothin the near term outlook.

Dividend

The company continues to evaluate and manage its dividend policy to build long termshareholder value. The Board of Directors of the Company at its meeting held on May 272021 has recommended the Final Dividend of 200 % i.e. Rs. 2/- per share of Re. 1/- eachwhich is subject to the approval of members at the ensuing Annual General Meeting.

The Board of Directors of the Company has approved the Dividend Distribution Policy inaccordance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015. The Policy is uploaded on the Company's website athttp://www.aegisindia.com/Corporate_Governances.aspx.

New Projects and Expansion

The Company had approved setting up of an additional storage capacity of 50000 KL overand above existing 25000 KL of bulk liquid terminals at Mangalore which has now beenstarted commissioning and generating revenue. Through its subsidiary company KonkanStorage Systems (KOCHI) Private Limited the Company had approved an addition of 20000 KLof bulk liquid tankage beyond the existing 51000 KL at Kochi Port which is expected tobe completed by H2 FY 2022.

In light of increased demand for LPG in the region the Kandla LPG terminal with astatic capacity of 48000 MT and throughput capacity of 4000000 MT (at full utilisation)is nearing completion and expected to be completed by end of H1 FY 2022.

The expansion of 54500 KL of bulk liquid terminals at Haldia over and above theexisting capacity has also started part commissioning and generating revenues and expectedto be completed in H1 2022.

Through its subsidiary Aegis Gas (LPG) Private Limited the Company has commissioned itsLPG railway gantry and has executed several shipments since January. The Company throughits subsidiary Aegis Gas (LPG) Private Limited also has significant growth plans in RetailLPG distribution business such as Commercial LPG Market under the brand name Aegis Puregas& Magna brand and Domestic LPG Market under Aegis Chota Cikandar brand on a nationalscale. The company continues to look for opportunities to lease or acquire land at majorand minor ports in India in line with the Company's vision of building the necklace ofterminals around the coastline in India.

Credit Rating

The credit rating agency CARE Ratings Limited (CARE) has continued to assign a shortterm credit rating of CARE ‘A1+' (A One Plus) and long term rating to CARE AA (Double‘A'). India Ratings & Research (Ind-Ra) has continued to assign the short termcredit rating of IND ‘A1+' (A One Plus) and Long Term Issuer Rating of ‘IND AA'(Double A). The Outlook is Stable.

Consolidated Financial Statements

In compliance with the directions by Ministry of Corporate A_airs Govt. of India(MCA) the Consolidated Financial Statements of Aegis Group as provided in this AnnualReport are prepared in accordance with the Indian Accounting Standard (IND-AS 110)"CONSOLIDATED FINANCIAL STATEMENTS". The Consolidated Financial Statementsinclude Financial Statements of its Subsidiary Companies.

For information of members a separate statement containing salient features of thefinancial details of the Company's subsidiaries for the year ended March 31 2021 in FormAOC-1 is included along with the financial statement in this Annual Report. The AnnualAccounts of these subsidiaries will be made available to the holding and subsidiarycompanies' Members seeking such information at any point of time. The annual accounts ofthe subsidiary companies will also be kept for inspection by any Member at Head/CorporateO_ce of the Company and that of the subsidiary companies concerned and the same shall bedisplayed on the website of the Company www.aegisindia.com.

The Annual Report of the Company the quarterly/half yearly and the annual results andthe press releases of the Company are also placed on the Company's websitewww.aegisindia.com.

Subsidiary Companies

The Company has nine subsidiaries as on March 31 2021 having business akin and germaneto the business of holding Company whose details are given in the Annual Report and therehas been no change in the nature of business of its subsidiaries except as stated belowduring the year. The operating & financial Performance of the subsidiary Companies areas provided below:

Sea Lord Containers Limited

During the year under review the Company's Bulk Liquid terminal continued operationsat full capacity. The Company recorded a Turnover of Rs. 4885.75 lakh (Previous year Rs.3946.45 lakh) and Net Profit after Tax was recorded at Rs. 3091.31 lakh (Previous yearRs. 1452.52 lakh).

Aegis Gas (LPG) Private Limited

During the year under review the revenue for the year has decreased to Rs. 13556.15lakh as against Rs. 21242.83 lakh of the previous year on account of decreased volumes.Loss after tax stood at Rs. 784.45 lakh as compared to Profit after tax of Rs. 3694.02lakh in previous year.

Hindustan Aegis LPG Limited

During the year under review the operating revenue was Rs. 19622.03 lakh (PreviousYear Rs. 17053.02 lakh). Profit for the year ended March 31 2021 was Rs. 10996.81 lakhas compared to Rs. 9559.72 lakh in previous year.

During the year Itochu Petroleum Co. (Singapore) Pte. Limited. ("Itochu")had exercised to acquire an additional stake of 5.3% in Hindustan Aegis LPG Limited("HALPG") from Aegis Gas (LPG) Private Limited ("AGPL") takingItochu's total shareholding to 25% in HALPG.

Konkan Storage Systems (Kochi) Private Limited

During the year under review the Income was Rs. 834.02 lakh as against Rs. 580.45 lakhin the previous year. The company made a net profit of Rs. 166.57 lakh as against the netloss of Rs. 72.87 lakh in the previous year.

Aegis Group International Pte. Limited

The revenue for the year decreased to Rs. 279335.00 lakh as against Rs. 591767.90lakh of the previous year on account of lower volumes. Profit after tax for the year endedMarch 31 2021 was Rs. 1040.13 lakh as compared to profit of Rs. 3432.87 lakh inprevious year.

Aegis International Marine Services Pte. Limited

The revenue for the year was Rs. Nil as against Rs. 542.61 lakh of the previous year.Loss for the year ended March 31 2021 was Rs. 13.28 lakh as compared to loss of Rs.120.80 lakh in the previous year.

Aegis LPG Logistics (Pipavav) Limited

The Company incurred normal expenditure of Rs. 0.40 lakh during the year (Previous yearRs. 0.42 lakh). The Company has not commenced any commercial operations as yet.

Aegis Terminal (Pipavav) Limited

The Company incurred normal expenditure of Rs. 0.72 lakh during the year (Previous yearRs. 0.42 lakh). The Company has not commenced any commercial operations as yet.

Eastern India LPG Company Private Limited

The Company incurred normal expenditure of Rs. 6.09 lakh during the year (previous yearRs. 21.45 lakh). The Company has not commenced any commercial operations as yet.

Fixed Deposits

During the year under review the Company has not invited any fresh fixed deposits norrenewed any existing fixed deposits from its shareholders and general public. The totalamount of fixed deposits matured and remaining unclaimed with the Company as on March 312021 was Rs. 15000. There were no overdue deposits other than those unclaimed at the yearend. There is no default in payment of interest and repayment of matured deposits by theCompany.

Corporate Governance

A report on Corporate Governance in terms of Regulation 34(3) read with ‘ScheduleV' of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBILODR") together with a certificate of compliance from the Practicing CompanySecretary forms part of this Annual Report.

Management Discussion and Analysis

In compliance with Regulation 34 read with ‘Schedule V' of SEBI LODR a separatesection on Management Discussion and Analysis which also includes further details on thestate of a_airs of the Company forms part of this Annual Report.

Listing of Company's Securities

Equity Shares

The Company's Equity Shares continue to remain listed with the BSE Limited. andNational Stock Exchange of India Limited. and the stipulated Listing Fees for thefinancial year 2021-22 have been paid to both the Stock Exchanges.

Employee Stock Purchase Plan

During the year under review the Board of Directors of the Company granted share basedbenefit to eligible employees under Aegis Employee Stock Purchase Plan – 2019("ESPP - 2019") in accordance with the SEBI (Share Based Employee Benefits)Regulations 2014.

The certificate from the auditors of the Company that the scheme has been implementedin accordance with the aforesaid regulations and in accordance with the resolution passedby the company will be placed before the shareholders at the Annual General Meeting.

Details of the shares issued under ESPP-2019 as also the disclosures in compliancewith SEBI (Share Based Employee Benefits) Regulations 2014 are uploaded on the websiteof the Company at www. aegisindia.com.

Directors & Key Management Personnel

Pursuant to section 152 of the Companies Act 2013 Mr. Raj Kishore Singh (DIN –00071024) Director of the Company retires by rotation and being eligible o_ers himselffor re-appointment.

Ms. Tanvir A. Koreishi (DIN: 08099172) resigned as Director w.e.f. December 3 2020 dueto her prolonged ill health and she had confirmed that there was no other material reason.

The term of Mr. Jaideep Khimasia (DIN – 07744224) as Independent Director is aboutto expire on May 10 2022. Based on the recommendation of Nomination & RemunerationCommittee the Board at its meeting held on May 27 2021 recommended reappointment of Mr.Jaideep Khimasia the Independent Director for another term of 5 (Five) years with e_ectfrom May 11 2022 subject to the approval of shareholders at the ensuing Annual GeneralMeeting. The Director meets the criteria of independence as per the provisions ofCompanies Act 2013 and SEBI (Listing Obligation and Disclosure) regulations 2015.

During the year based on the recommendation of Nomination and Remuneration Committeethe Board of Directors appointed Ms. Tasneem Ali (DIN - 03464356) as an AdditionalDirector (category : Independent) w.e.f January 28 2021 for period of 5 (Five) yearssubject to approval of members at the ensuing Annual General Meeting. Brief resume of Ms.Tasneem Ali nature of her expertise in specific functional areas and names of companiesin which she holds directorships and memberships are provided in the Corporate GovernanceReport forming part of the Annual Report.

The Board is of the opinion that Ms. Tasneem Ali possesses requisite qualificationexperience expertise and holds high standards of integrity.

The Directors recommend the appointment /re-appointment of the Director at the ensuingAnnual General Meeting.

Disclosure from Independent Directors

Pursuant to the provisions of Section 134 of the Companies Act 2013 with respect tothe declaration given by the Independent Director of the Company under Section 149(6) ofthe Companies Act 2013 the Board hereby confirms that all the Independent Directors havegiven declarations and further confirms that they meet the criteria of Independence as perthe provisions of Section 149(6) read with Regulation 16 of SEBI LODR.

Auditors

As per the provisions of sections 139 141 of the Companies Act 2013 and rules madethereunder (hereinafter referred to as "The Act") the Company at its AnnualGeneral Meeting ("AGM") held on July 30 2019 ("62nd AGM") approvedthe appointment of M/s. CNK and Associates LLP Chartered Accountants (Firm Regn.No.101961W/W-100036) as statutory auditors for a period of 5 years commencing from theconclusion of 62nd AGM till the conclusion of the 67th AGM.

The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with e_ect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM.

Occupational Health Safety & Environment

The Company is holding ISO-9001 (2015) ISO-14001 (2015) and ISO-45001 (2018)certifications and thereby meets all quality environmental and safety standards specifiedunder these Certifications. The Company is dedicated to the fundamental tenets ofsafeguarding people's health protecting the environment reducing risk and supportingsustainable growth. The Company carries out a monthly review of health safety andenvironment compliance for all sites and focuses on providing a safe working environmentin terminal and jetty. HAZOP studies prior to changes/ modifications departmental &central safety committees suggestion scheme safety inspections safety campaigns toenhance built in safety in every activity. Employees are trained in safe operatingprocedures technical skills first aid and the fire fighting. Employees are also trainedfor handling emergencies through regular mock drills. The company carried out variouscompetitions like slogans posters ‘spotting the hazards' to create awareness ofsafety amongst all levels of employees contract workmen and also transporters. TheCompany from time to time carries out internal audits to implement & strengthen gapsthus identified. To control VOC Emission Company has installed Internal Floating Roof onClosed roof tanks and installed Vapour absorption chillers on loading points. We haveundertaken zero spillage policy in all the terminals & under this various hardwaremodifications are carried out to reduce the VOC emissions.

Conservation of Energy Technology Absorption & Foreign Exchange Earnings and Outgo

Details of energy conservation and research and development activities undertaken bythe Company along with the information in accordance with the provisions of Section 134 ofCompanies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 the extent asare applicable to the Company are given in Annexure - ‘A' to the Directors' Report.

Particulars of Employees

Disclosure pertaining to the remuneration and other details as required under Section197 (12) of the Act and the Rules framed thereunder is enclosed as Annexure - ‘B' tothe Board's Report.

The information in respect of employees of the Company required pursuant to Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms partof this Annual Report. However in terms of Section 136 of the Companies Act 2013 theAnnual Reports are being sent to the Members and others entitled thereto excluding suchinformation. The said information is available for inspection at the registered o_ce ofthe Company during working hours. If any Member is interested in obtaining a copy thereofsuch Member may write to the Company Secretary in this regard.

Directors' Responsibility Statement

The Directors would like to inform the Members that the Audited Accounts for thefinancial year ended March 31 2021 are in full conformity with the requirement of theCompanies Act 2013. The Financial Accounts are audited by the Statutory Auditors M/s.CNK and Associates LLP. The Directors further confirm that:

a. In the preparation of the annual accounts the applicable Indian AccountingStandards had been followed along with proper explanation relating to material departures;

b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of a_airs of the Company at the end of the financial year and ofthe profit of the company for that year;

c. The Directors had taken proper and su_cient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors had laid down adequate internal financial controls to be followed bythe company and that such internal financial controls including with reference toFinancial Statements are adequate and were operating e_ectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating e_ectively.

Internal Control Systems and their Adequacy

The Company has an e_ective internal control and risk-mitigation system which areconstantly assessed and strengthened. The Company's internal control system iscommensurate with its size scale and complexities of its operations. The internal andoperational audit is entrusted to Messrs Natvarlal Vepari and Company a reputed firm ofChartered Accountants. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy ande_ectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.

Significant and material orders

There are no significant and material orders passed by the regulators/courts/tribunalsimpacting the going concern status and the Company's operations in future.

By its order dated October 27 2020 The Supreme Court has granted an ad interim stayon the impugned judgment and order of the National Green Tribunal dated August 13 2020which had held that Rs. 142.2 crore is to be deposited by Aegis Logistics Limited /SeaLord Containers Limited and Rs. 144 crore by HPCL / BPCL in a ring fenced /escrow accountto be used over a five year period to improve the environment.

Composition of Audit Committee

The Company has an Audit Committee comprising of total three members out of which twoare Non-Executive Independent Directors and one is an Executive Director:

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Anish K. Chandaria

3. Mr. Jaideep D. Khimasia

During the year the Board of Directors of the Company had always accepted therecommendations of the Audit Committee.

Vigil Mechanism for Directors and Employees

The Company pursuant to Section 177 of Companies Act 2013 read along with the rulesmade thereunder and Regulation 22 of SEBI LODR have established vigil mechanism forDirectors and Employees to report concerns about unethical behaviour actual or suspectedfraud or violation of the Company's code of conduct or ethics policy. The scope of thepolicy is that it covers any alleged wrongful conduct and other matters or activity onaccount of which the interest of the Company is a_ected and is formally reported byWhistle Blower(s). The Whistle Blower's role is that of a reporting party with reliableinformation. They are not required or expected to act as investigators or finders offacts nor would they determine the appropriate corrective or remedial action that may bewarranted in a given case.

The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. The details of the said Policy are explained in the Corporate Governance Report andalso posted on the website of the Company athttp://www.aegisindia.com/Admin/Documents/Corporate_Governance_ Pdf213.pdf.

Details of the annual return as provided under sub-section (3) of section 92

The details as provided under sub-section (3) of Section 92 of Companies Act 2013 isavailable on the website of the Company at www.aegisindia.com.

Policy relating to remuneration of Directors Key Managerial Personnel and otherEmployees

In terms of the provisions of Section 178 of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 19 of SEBI LODRthe Company has duly constituted a Nomination and Remuneration (N&R) Committeecomprising of the following members:

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Rahul D. Asthana

3. Mr. Raj Kishore Singh

The N&R Committee identifies persons who are qualified to become Directors and whomay be appointed in Senior Management in accordance with the laid down criteria recommendto the Board their appointment and renewal and shall carry out evaluation of everyDirector's performance. The Committee formulates criteria for determining qualificationspositive attributes and independence of a Director and recommends to the Board a policyrelating to the remuneration for the directors key managerial personnel and otheremployees.

The Remuneration policy reflects the Company's objectives for good corporate governanceas well as sustained and long-term value creation for stakeholders'. The policy of theCompany on directors' appointment and remuneration as required under Sub-section (3) ofSection 178 of the Companies Act 2013 is available on the company's websitewww.aegisindia.com. The Policy will also help the Company to attain optimal Boarddiversity and create a basis for succession planning. In addition it is intended toensure that –a) the Company is able to attract develop and retain high-performingand motivated Executives in a competitive international market; b) the Executives areo_ered a competitive and market aligned remuneration package with fixed salaries being asignificant remuneration component as permissible under the Applicable Law; c)remuneration of the Executives are aligned with the Company's business strategies valueskey priorities and goals.

Disclosure of composition of the Corporate Social Responsibility Committee

Disclosure of composition of the Corporate Social Responsibility Committee contents ofthe CSR Policy and the format as provided under Section 135 of Companies Act 2013 readalong with Companies (Corporate Social Responsibility Policy) Rules 2014 as amended fromtime to time is provided in Annexure - ‘C' to the Directors' Report. The Company'saverage CSR obligation of three immediately preceding financial years is below ten crorerupees hence impact assessment is not applicable.

Particulars of Loans Guarantees or Investments

The Company is engaged in the business of providing infrastructural facilities asspecified under Section 186 (11) (a) of the Companies Act 2013 read with Schedule VI tothe Companies Act 2013. However details of Loans Guarantees and Investments are givenin the notes to the Financial Statements.

Disclosure of particulars of contracts/arrangements with related parties

All transactions entered into with the related parties are in compliance with theprovisions of the Companies Act 2013 and on the arm's length basis.

There are no significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained on a yearly basis for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are audited and a statement giving details ofall related party transactions is placed before the Audit Committee on a quarterly basis.The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at http://www.aegisindia.com/Admin/Documents/Corporate_Governance_Pdf212.pdf.

Development and implementation of Risk Management Policy

The Company has a Risk Management Committee consisting of majority members of Board ofDirectors comprising of the following members:

1. Mr. Raj K. Chandaria (Chairman)

2. Mr. Kanwaljit S. Nagpal

3. Mr. Rajiv Chohan

The Committee lays down procedures to inform Board members about the risk assessmentand minimisation procedures monitor and review risk management plan and for carrying outsuch other functions as may be directed by the Board.

The Company adopted a risk management policy including identification therein ofelements of risk and action taken by the Company to mitigate those risks.

The specific objectives of the Risk Management Policy are to ensure that all thecurrent and future material risk exposures of the company are identified assessedquantified appropriately mitigated and managed to establish framework for the company'srisk management process and to ensure company-wide implementation to ensure systematicand uniform assessment of risks related with Oil Gas & Chemicals Logistics businessto enable compliance with appropriate regulations wherever applicable through theadoption of best practices and to-assure business growth with financial stability.

The details of Committee and its terms of reference are also set out in the CorporateGovernance Report forming part of the Board's Report.

Material Changes and commitments if any a_ecting the financial position

Due to COVID-19 situation during the year most of the business were a_ected around theworld but the company's operations were relatively uninterrupted as the Port and Terminaloperations declared as an essential service and LPG an essential commodity. The Company'sterminals were operating by following standard operating procedures and safety guidelinesprescribed by government from time to time. Due to lockdown announced by the government ofIndia the Company allowed work from home facility to its employees especially working ino_ces and in retail and distribution segment wherever possible.

The Company continues to closely monitor the rapidly changing situation. The Companysee no material e_ect on the business which can a_ect financial position of the Companybetween the end of financial year of the Company i.e March 31 2021 and the date of thereport.

Number of meetings of the Board of Directors

During the year ended March 31 2021 5 Board Meetings were held on the followingdates:

1. June 22 2020

2. July 30 2020

3. October 29 2020

4. January 28 2021

5. March 30 2021

The detailed composition of the Board of Directors along with the number of BoardMeetings and various committees has been provided in the Corporate Governance Report.

The Company has complied with the applicable Secretarial Standards (as amended fromtime to time) on meetings of the Board of Directors issued by The Institute of CompanySecretaries of India and approved by Central Government under section 118 (10) of theCompanies Act 2013.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company's premises through various interventions andpractices. The Company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

The policy on prevention of sexual harassment at workplace aims at prevention ofharassment of employees and lays down the guidelines for identification reporting andprevention of undesired behaviour. The Company has duly constituted internal complaintscommittee as per the said Act. During the year ended March 31 2021 there were nilcomplaints recorded pertaining to sexual harassment.

Secretarial Audit Report

Pursuant to the provisions of Section 134(3) and section 204 of Companies Act 2013read along with the rules made thereunder the Board of Directors of the Company appointedMr. Prasen Naithani of P. Naithani & Associates Company Secretaries in Practice toconduct the Secretarial Audit. The Secretarial Audit Report for the financial year endedMarch 31 2021 forms part of this Report and is annexed herewith as Annexure - ‘D'.The secretarial Audit reports of material subsidiaries are also part of this annualreport.

Cost Auditor

During the year maintenance of cost record as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 was not applicable to thecompany.

Business Responsibility Report

The Company is amongst top 500 listed entities based on the market capitalisation"Business Responsibility Report" describing the initiatives taken by the Companyfrom an environmental social and governance perspective in compliance with Regulation 34of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 formspart of this Annual Report and is annexed herewith as Annexure - ‘E'.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) SEBI LODRthe Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.

Appreciation

The Directors place on the record their appreciation of the contribution made by theemployees at all levels who through their competence diligence solidarity co-operationand support have enabled the Company to achieve the desired results during the year.

The Board of Directors gratefully acknowledge the assistance and co-operation receivedfrom the authorities of Port Trust Bankers Central and State Government DepartmentsShareholders Suppliers and Customers.

For and on behalf of the Board of Directors
Raj K. Chandaria
Chairman and Managing Director
DIN : 00037518
Place: Toronto Canada
Date: May 27 2021

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